Flip the Script
by I.D.'s Fantasy
Summary: (Takes place in Marvel's Spider-Man 2017 cartoon) When Doc Ock swapped minds with Spider-Man, he planned to continue his work from his nemesis's body. What he didn't expect was for Peter Parker's underlying conscience to come at him full force. Or to have to go through high school again.
1. All According to Plan

Looking over the scene at the super-villain detainment facility, Spider-Man grinned. Finally, his plans had come to fruition. No one would suspect what he had done, even if they attempted to obtain information from the machine his mind had previously resided in. No reason to bother destroying it; in fact, having his greatest enemy put into prison in his stead was the perfect revenge. Otto Octavius shot a web line from his wrist as he had seen Spider-Man do countless times and swung away into what was left of the night.

Less than a minute later a call with the name "Miles Morales" appeared in the corner of his goggles visual display. He brought his swinging to a halt to take the call on the side of a nearby building. He instinctively pressed two fingers near his left ear. What Otto assumed to be a Bluetooth device activated as he accepted the call.

"Hello," he said, cringing at how much higher his voice sounded.

Miles's excited voice came over the speakers, "Dude, that was awesome! I think you might've finally convinced them you're not the bad guy."

"Yes, well," Otto smirked at the irony, "let's hope they maintain that mindset. It would be rather inconvenient if they didn't."

"'Inconvenient' isn't exactly how I would phrase that," Miles responded, "but yeah. Let's just hope Jameson doesn't find a way to hold this one against you." After a brief pause, he continued. "Who am I kidding? He definitely will. Oh, and your voice sounds a little bit...off. Are you okay?"

Otto didn't respond. Mr. Morales seemed rather friendly with Spider-Man for just being associates. He didn't talk to him in that manner. His language seemed more personal.

"Hey, you still there?" Miles asked.

"Oh, uh, of course. I am just… suffering from sleep deprivation," Otto answered, relieved when he remembered how tired Spider-Man was supposed to be. He'd have to be careful with how he acted around those who knew this body's previous occupant. If anyone figured out who he was, all his careful planning would have been for nothing.

"Right, forgot about that," Miles said. "Sorry, I'll let you get home and get some sleep. See you soon."

"Good-bye," Otto said as he hung up.

And on the topic of sleep deprivation, the adrenaline from his victory was wearing off. Unless he wanted to fall down to the streets below he would need to get some rest. He prepared to swing towards his lair, but hesitated. What if there was a place Spider-Man had to stay? However unlikely, it was still possible for him to have attachments that could require him to be present for something. If that was the case, spending the night elsewhere could be problematic. If he was going to maintain his charade, he'd need to find out where the original Spider-Man lived.

While thinking, Otto's hand brushed up against his leg and found well concealed rectangular lump. Reaching the top, he noticed a subtle slit in the costume's fabric. Sliding his hand into the pocket he pulled out a phone that appeared to have a fingerprint sensor. Of course. In order to relieve Bluetooth calls, Spider-Man would have to have his device nearby. Otto smirked. How fortunate. The fingerprint sensor saved him the trouble of having to hack the device. Logging into the phone, he saw what at first glance seemed to be an equation appear on the screen as the background. However, on closer inspection, _W/GP=GR_ was in no way a legitimate equation.

_With great power comes great responsibility_.

Otto blinked as the voice echoed through his head. It seemed familiar even though it wasn't one he recognised. Pushing it aside, Otto attempted to find some sort of clue, struggling slightly with the device's unfamiliar layout. If he found nothing, he may as well head to his lair for the night. If there was something, then-

The phone's screen changed, showing the words _Call from Gwen Stacy_. Otto narrowed his eyes and took the call. This was the second call he, or rather Spider-Man, had received from one of his former students. If both of them knew Spider-Man, was it possible that-

"Hello? Are you there?" Gwen's anxious and frustrated voice broke into his thoughts.

"Yes?" Otto responded, annoyed at having his thoughts interrupted once again.

"What's taking so long?" she asked. "You've been gone for almost two hours. I won't be able to distract your aunt much longer."

"I apologize," Otto said as he attempted to track her location. The smaller screen made it more difficult. "I was delayed."

Gwen groaned, "Well, you better get back here in the next ten minutes or you are going to have a serious mess on your hands."

"Of course. I'm on my way," Otto said as he registered her phone's location into his tracker. Fortunately, she had her cell phone location on.

"You'd better be, Peter," she warned before she hung up.

Otto froze. Peter? There was one Peter he knew who was friends with both of the people who had just called him. Quickly, Otto shoved the phone back in his pocket, and scaled the building. After making sure no one was around to see, he took the phone back out and opened up the camera. Turning the camera to user-facing, he could see Spider-Man's mask reflecting back. Slowly, he reached his fingers under the mask and pulled it off.

Peter Parker's shocked face stared back at him through the screen.

Otto raised a hand to his face, only to be mirrored by Parker. How was this possible? Actually, now that he thought about it, how did he not see it in the first place? It was obvious: Peter's tardies, making Spider-Man's tech, how Spider-Man new about the doctorates he had received in prison, even his voice? How had he not recognised it? Everything pointed towards him being Spider-Man. Even if no one else had figured it out, how could Otto, with his superior intellect, not have realized it? And how on Earth could a mere teenager have defeated him so many times? Peter Parker wasn't even that intelligent!

Gritting his teeth, he pulled his mask on and entered Gwen Stacy's location into the tracker he'd seen Spider-Man, Parker, use. Otto fired a web line from his wrist and swung towards his destination.

Not only was this annoying in that he was now in the body of an idiot, but Spider-Man and Peter Parker being one and the same would mean… Otto shuddered. High school. Teaching was one matter, but as a student, it was an entirely different story. It had been nearly impossible for him to get the respect of his peers when he had been in high school. No one had recognised his brilliance. Still, few people did. It was why he'd even worked at Horizon. No one else believed he was capable. Now, he would have to go through that all over again if he wanted to maintain his cover.

Frustrated, Otto neared his destination. Pulling up the tracker hologram one last time to check, he landed in the backyard of what was apparently Mr. Parker's home. Crawling up the wall, he carefully looked through windows until he found what he assumed to be a teen-aged boy's room. A strange sense of familiarity seemed to confirm it. Otto quietly slid open the window and crept into the room. Spotting a jacket and a pair of pajama pants, he removed his mask, gloves, and boots and put the other clothing articles on over the rest of the suit. While he had arrived quickly, he didn't know if he'd have time to fully change just in case someone came into the room. He heard conversation from downstairs as he hid the pieces of the costume under the bed, and quickly messaged Ms. Stacy that he had arrived.

She messaged back, 'Took you long enough.'

From downstairs, Otto heard her muffled voice say, "Oh, would you look at the time. It's getting late. I should probably head home. Thank you Mrs. Parker."

"My pleasure," Mrs. Parker said. "Do you need me to drive you?"

"No, it's fine. I don't live too far from here," she said.

"Well, stay safe, alright?"

"Of course. Good night!"

Hearing the front door close, Otto raised the covers of the bed and got in, exhaustion hitting him in a wave. After having spent so much time in the Living Brain, Otto wasn't used to having to sleep, but as soon as his head hit the pillow, he was out cold. Ten seconds later, May Parker opened the door to the room. She smiled as she closed the door. Finally, her nephew was getting the rest he needed.

_Meanwhile…_

Peter Parker was blind. No matter how hard he tried to open his eyes, it was as if they were glued shut. He couldn't even feel his eyelids twitch. To be honest, he couldn't feel anything.

"What should we do with him, scrap him?" a male voice said.

Scrap him? Scrap who? Where was he? And why couldn't he feel or see anything?

"I don't think so."

If he could have, his eyes would have widened. That was Yuri's voice. What was the police chief doing here? And on that note, where was here?

"Even if he was a villain, Octavius's mind might still be in there. Scraping him amount to the same as killing him. We don't have the right to do that," she continued.

Octavius? As in Doc Ock? But why would they-

With a jolt, everything came back. Asking Gwen to stall, getting arrested, fighting Doc Ock in the Living Brain. Wait.

"No," Peter whispered, only to hear a robotic voice quietly activate. "This is impossible."

He heard them turn.

"What was that?" Yuri asked, not as though she thought she'd mistakenly heard something, but as though she was responding to him.

I do have a problem with talking out loud, Peter realized, but there was no going back now. "Listen, I'm not Doc Ock, he used… some sort of mind switching device on me-"

The other voice, which Peter assumed was another officer, cut him off, "Nice try. We were all here when you told everyone you were Doc Ock. Not to mention, Spider-Man destroyed the bomb you planted. Does that seem like something a super villain would do?"

Stunned, Peter tried to keep going, "Look, I'm telling you-"

"Octavius, " Yuri interrupted, "you may be a genius, but we aren't stupid either. I'd suggest you don't try anything."

"'Mind switching device'," The other officer scoffed.

For once in his life, Peter shut up. What could he say without any way to prove his claims? He could protest all he wanted, but it was clear they wouldn't believe him. He was silent as they loaded the Living Brain onto a cart and was wheeled into a cell. He could tell how damaged his body was, even if he couldn't see it. The machine's visual sensors and one arm we're totally destroyed, and it would have ended up worse if he fought back. All he could do as the cell door slammed shut, was hope that his friends would find some way to get him back.


	2. Something's Not Right

"So, you're Spider-Girl, huh?" Miles asked.

Anya and Miles were waiting outside Horizon High waiting for Gwen. Maybe Peter if he didn't get sidetracked. There were only about twenty other students out since class would be starting in about ten minutes, each a good distance away. On top of that, the light breeze drifting away from the other students wouldn't carry their voices, so no one would overhear.

"Surprised?" Anya smiled.

"I mean, yeah," Miles shrugged. "Not that I'm saying you're not capable, of course. But how did you get your powers? Everyone who got powers from the 'Spider Island' incident lost them after the cure, and Spider-Man told me all the modified spiders were destroyed in the explosion at the Jackal's lair."

"My cure only stopped the monster part of the virus from taking effect," Anya reminded him. "I'm guessing that altered the virus enough that it allowed me to keep my powers even after the final cure was dispersed."

"Oh," Miles said, a thoughtful look on his face. "I guess that makes sense."

Anya checked her phone clock, only to give it an annoyed glare. She roughly shoved it into her pocket and crossed her arms.

"What's taking them so long?" Anya asked. "Peter's always late, but Gwen should be here by now."

"Sorry," Gwen's voice rang out as she ran towards them. Reaching them she paused to catch her breath, not noticing Anya's annoyance. "I overslept."

"No problem," Miles said, "but we should probably head in. Don't want to be late."

As soon as Gwen was able to stand up straight, they headed into the building. They stopped at Gwen's locker for her to grab her things before heading to their first class. As Miles and Anya had gotten there earlier, they had already gotten what they'd need for their classes. After Gwen finished gathering what she needed, they headed to a class they all shared: computer science. Formerly taught by Otto Octavius, who could no longer teach for various reasons, a substitute was taking over this class and the school project until they could find a replacement.

"Now that the neural cortex is in police custody, what are we going to do for this year's project?" Anya wondered aloud.

"The neural cortex is where now?" Gwen asked through a yawn.

"Woah, girl," Anya looked at Gwen, concerned. "You sound exhausted. I know you said you overslept, but I assumed you just forgot to turn on your alarm."

"No," Gwen used one hand to quickly rub her eyes. "Slept right through it. I was up late last night."

"Doing what?" Anya asked perplexed. "You finished your homework in class."

Gwen yawned again, "It's a long story."

"Great. Now you're making me yawn," Miles said trying to hold one back.

"Well, at least you weren't late," Anya said as they walked through the classroom door. "Unlike-"

"Peter?" Miles cut in.

Anya looked at him. "Yes, that's what I was going to say, but-"

Miles cut her off again, "No, I mean _Peter's already here_."

Anya's head turned. Right there in the back of the room, Peter Parker was sitting at his desk in the back of the class. He looked extremely pale and extremely tired, but he was there. He made eye contact with the group and smirked. The shock was very evident on Anya's face.

"How is this possible?" Gwen whispered. "There's no way he got here before us. He's more tired than I am."

"Well, he's here now," Anya said with a hint of confusion. "At least he wasn't late this time."

"Hm," Gwen's eyes narrowed. "I don't know, it just seems off."

"You're just jealous he got here before you," Miles teased.

Gwen smiled and raised an eyebrow, "You wish."

"What took you so long?" Peter asked as they sat down, scowling. "Class is about to begin."

Before any of them could respond with anything other than weird looks, the substitute started handing out the day's assignments and told them to get to work. This class period was more work intensive, so they didn't have time to chat. A few quick glances sent Peter's way, however, found him to be working furiously on his computer. At this point, Gwen wasn't the only one with a degree of skepticism.

Not only that, but by the time Gwen, who was one of the best in the class, was only about three-fourths done with the work, Peter had finished the entire assignment. Miles, who was the only one who noticed due to taking a break from staring at his computer screen, looked at him in amazement. The accomplishment was especially impressive since Peter had never particularly enjoyed this class.

"How on earth did you finish it so fast?" Miles asked. "You usually take at least the entire class period. Not to mention you look like you should barely be able to function."

Peter looked up from his late work that Gwen had given him the previous day with a rather serious expression that looked a bit strange on his face, "You would be amazed at what someone can do when they apply themselves."

Miles gave him a strange look, "Well, even if you're flying through the classwork, I can tell the lack of sleep is still getting to you. The way you're talking is super weird."

"I...suppose you're right," Peter said, his mouth twitching. "But shouldn't you be working on your assignment?"

"True," Miles said as he turned back to his computer.

By the end of class, there was a small, neatly completed stack of the homework Gwen had delivered the previous night next to Peter's open computer.

"What were you doing while you were gone?" Anya asked at the end of the class period. "Studying?"

"Not exactly," Peter responded, the corners of his mouth pulling up slightly.

Most classes went the same way. Of course, some took him longer than others, strangely including chemistry which he usually excelled in, but most classes didn't seem that much of a struggle for the sleep-deprived teen. Sure, he seemed to drift off now and again or fight to hold in a yawn, but it hardly seemed to affect his work.

By the time independent study rolled around, none of them understood how Peter could possibly be so tired, yet be able to work so efficiently at the same time. Something was definitely up, though it could have easily been the mixture of stress and sleep-deprivation that he'd seemed to be getting for the past week.

When the bell rang, instead of sticking around to talk to his friends for a couple minutes like he usually did, Peter immediately got up and went down the hallway.

"Peter, isn't your lab that way?" Anya called out while heading toward her own lab, pointing down the opposite hallway Peter was heading.

Peter turned and looked at her blankly before alarm registered in his expression. He quickly walked back the direction she pointed.

As he went by, Anya thought she heard him say, "Thank you, Ms. Corazon."

Anya paused and turned with confusion crossing her face to watch her friend's receding figure. She stared at the back of his jacket as he walked away for a couple seconds before she headed toward her own lab.

"Must have misheard him," she muttered to herself.

As the door to his lab slid shut, Otto breathed a sigh of relief. Finally, he no longer had to pretend to be someone else. Leaning against a wall for support, he put his face in his hands. Why, of all people, did it have to be Parker? Why must Spider-Man be the one student he'd never bothered to take any interest in. The only things he really knew about Peter was that he never bothered to be on time for anything, which Otto certainly wasn't going to do, his work for Otto's class usually had malfunctions, and that Mr. Morales, Ms. Stacy, and Ms. Corazon were friends with him. One of whom he had called by her last name in the hallway instead of her first. That wasn't even touching on how difficult it was to conceal his accent. Otto let out a sigh. This was going to be more difficult than he had originally thought.

He almost missed the chair when he tried to sit down, barely managing to keep from falling out. Otto would've cursed himself for his plan to make Spider-Man so tired if it hadn't been extremely effective and allowed for him to use it as a much-needed excuse for his inability to replicate the behavior of an idiot teenager.

With a yawn, Otto started up the computer. Fortunately, he'd found a list of passwords on his phone, one of which allowed him to log on as Peter Parker. It would be difficult to explain if he wasn't able to log into any of the accounts that were supposed to be his.

He checked to see what projects 'he' had been working on. Looking at them now, he could easily see a way in which each of them could relate back to Spider-Man. The tracker he had made for Otto's class, various versions of a liquid that when released from a compressed state could become a flexible solid that retained stickiness, special lenses that could detect for certain variables or signatures in the environment, and other projects that could easily be applied to Parker's work as Spider-Man. He even found blueprints for the devices he'd had to take off his wrists when he'd forced himself to get up in the morning.

It was incredibly idiotic of Parker to keep these on a school computer. He would have to transfer them to another, safer device if he didn't want them to be found. Glancing around the desk, he spotted an approximately hand-sized, labeled basket that contained a small selection of unused flash drives. Otto picked one up and proceeded to download the files.

But as he looked through the files, he could feel his exhaustion catching up with him. Apparently the caffeine he'd consumed, most likely an amount he'd never want to replicate if he cared for his health, was making its way out of his system. Mind clouding, he closed out of the files. He had plans, but he would never be able to execute them if he couldn't think clearly. On top of that, if anyone saw these files, they'd be an obvious hint at Spider-Man's identity. Besides, sleep would certainly be beneficial for his health and state of being...

Otto jumped in his seat when the bell rang. Disoriented, it took him a moment to remember where he was while his ears rang with the sound of the bell. As he glanced around the room, his eyes fell on the open file the showed the web-shooter blueprints. He quickly closed out, grateful that no one had come in to see them. A sharp cracking sound caused Otto to blink. Looking down he saw that his right index finger seemed to have sent a split through the hard plastic of the computer mouse. Interesting. He didn't think he'd pressed the button hard enough to do any damage. Though, it was possible that the adrenaline he'd felt when he'd woken up caused him to use more force than usual.

Fortunately, the mouse was still able to function, though he did force himself to press more gently to ensure that it wouldn't break anymore. Otto checked the upload status of the flash drive to make sure all of the files had been downloaded before pulling it from the computer's USB port. He then deleted all of the obviously Spider-Man related files off the computer so that no one would stumble across them. Otto still couldn't believe that Parker could have possibly thought that keeping these things on a school computer was a good idea.

Otto glanced at the time. He'd been asleep for approximately an hour and a half. That took him all the way to the end of the school day. Finally, he'd be able to go somewhere more...comfortable to work. He put the flash drive in the pocket of his backpack, and left his lab, only to run straight into Gwen Stacy who was standing immediately in front of the doors.

"Oh, sorry," Gwen said. "I should have expected you to come out when the bell rang. I shouldn't have stood so close to the door."

"Did you want to talk to me?" Otto, attempting to regain his composure, raised an eyebrow.

Taken a bit back by his directness, Gwen nodded. "Yeah, about last night. You never did say what was up with that. Plus, I think I deserve an explanation after waiting two hours for you to get back."

This time, she was the one to raise an eyebrow as she folded her arms, waiting for an answer. Otto blinked. He tried to scrape together an answer, but he couldn't think of a reasonable response. Gwen narrowed her eyes. Something had happened last night, and she wanted to know what.

"Well?" Gwen asked.

As she did not look like she planned on letting up, Otto tried, "I was...there was something I had left here when I went home yesterday."

"And it took you two hours to grab it and come back," Gwen added, obviously still skeptical.

"I...also fell asleep, soon after I got what I needed," he continued, doing his best to make his fabricated story as believable as possible. "You called me not too long after I woke up."

There was a slightly drawn out pause as the two stood in the hallway while Gwen thought about what he said. A few other students who were walking by glanced at the two of them standing still before continuing by. Otto did his best to keep a blank look as Gwen stared him down.

"Say I believe you," Gwen said. "Why couldn't you tell me you had to go back up to the school last night."

Otto hesitated for a second. "I…"

Gwen quickly turned as she felt a tap on her shoulder. Anya stood behind her looking excited and uncharacteristically nervous.

"Sorry to interrupt, but would I be able to talk to you about my project?" Anya gave Gwen a look that Otto could tell had hidden meaning behind it, though he couldn't tell what. "I want your opinion on its progress."

Gwen looked between Peter and Anya. After a second, she sighed.

"Sure," Gwen relented. "We'll continue this later, Peter."

She shot Otto a look that showed she didn't believe his story one bit before she left with Anya. He let out a breath he hadn't even realized he'd been holding. He was lucky Anya had come in to distract Gwen. Otto would have to be especially careful around her. She would be paying even more attention to him due to her suspicions about whatever Parker had done to get her to help him the previous night. Otto scowled. Why did Parker always have to complicate his plans.

Taking off at a brisk pace, Otto left the building and after a short amount of time found a suitable location to change into the Spider-Man costume he had hidden in his backpack. He had somewhere to be if he wanted to upload and fix the various blueprints stored on the flash drive he brought with him. Once in costume, he unceremoniously stuffed his clothes into the book bag, strapped it on, and swung off.

Anya, meanwhile, was part way into her telling Gwen about the previous night.

"It turns out," she said animatedly, "that the Living Brain was really Doctor Octopus the whole time."

"Wait, what?" Gwen blinked. "How is that possible?"

Anya shrugged, "I think it has something to do with how he went into a coma after Spider-Man took him down when he was trying to use our minds as processors for it."

"Wow."

"Exactly," Anya nodded excitedly. "Miles and I had to break into the super villain holding facility, and we heard Doc Ock evil monologuing over the intercom. When we got in there, it turns out that he had released some of the super villains from their cells. Spidey was trying to get to the bomb Doc Ock planted in the basement, but we had to help take care of the villains so that he could get through. After we took care of them, Miles and I managed to find the room that the lockdown must have been activated from and managed to get it fixed! Spidey last second got the bomb out of there and it exploded in the sky. It was amazing!"

"It sounds amazing," Gwen smiled. "So that's what you meant earlier when you said the police had the neural cortex?"

"Yes," Anya nodded. "I did get home at around midnight though, so I had to be careful not to wake up my parents."

"That makes...," Gwen trailed off. "Wait, you got back at midnight?"

"Yes, why?" Anya asked.

"What time did you guys get there?"

Anya tilted her head in thought. "I think we got there at about 11:30. I did leave the house while my parents were in bed. I think Miles called me to tell me that Spider-Man had been arrested at about… 10:30? It took me a while to sneak out, and then even longer for the two of us to figure out where and how to get to Spidey."

Pieces clicked in Gwen's mind. Trying not to show it, she said, "Well, I'm glad things went well."

"Me too," Anya said.

There was a pause where nothing was said before Gwen filled the silence.

"I should probably get home and get some sleep," she smiled.

"With the amount you been yawning? I'd say you need it," Anya agreed. "I'm going to stay here and work on some things."

"Sounds good," Gwen said. "See you later."

"See you later."

Gwen walked away smiling. With that conversation coupled with what she'd seen on Peter's computer when she went into his lab to talk to him earlier, she no longer had to guess at where Peter had been.

**AN: So, Otto needs to figure some things out and Gwen knows Peter is Spider-Man. Fun times. I hope this little chapter hold your guys' interest long enough for me to come up with something readable.****Feedback is welcome (and ideas for what villains to include would be appreciated since I'm sorta blanking on what to do with that) :) I hope you all have a nice day!**


	3. A Change of Pace

Otto lowered himself through a mechanized opening in the ceiling into what he called his 'Octo Lair'. Though now, a more accurate name might be 'Spider's Nest'. A number of his creations were strewn about the room, but pushed up against the walls. Tools were organized neatly on one wall while a desk with a computer stood against another. Otto smiled. Fortunately, it seemed that no one had bothered to come in here while he was… otherwise occupied.

Being in a more controlled environment helped calm his fried nerves. He needed a break from constant stress. High school was unpredictable and contained people who did and would ask questions about things he would not know the answers to. His tech would ask no such questions and therefore he would not have to answer them.

Flipping himself upright, Otto released the webline he had been suspended from and fell to the floor, easily landing on his feet. He walked over to the computer and plugged in the flash drive he had taken from Horizon. After starting the process of uploading the files to the computer, he put the backpack he pulled the drive from on the desk. His eyes caught on the patch sewn on the backpack.

_W/GP=GR_.

What was Parker's obsession with that series of numbers and symbols? Otto had seen it both as an image on his phone and on the book bag. Not only that, but every time he looked at it, and echo went through his mind.

_With great power comes great responsibility._

Whatever that meant, apparently it was so ingrained in Peter Parker's brain that the mind transfer had failed to overwrite it. It was incredibly annoying and always threw Otto off whenever he saw it. Case in point, the current situation.

Shaking his head slightly and tried to focus. The files had finished uploading. This time he was able to get a better look at files due to being more rested, and to Parker's credit, some of the designs weren't completely awful. They obviously would be greatly improved once Otto was able to work with them long enough. But, he could at least possibly see why Parker was able to make it into Horizon High. Possibly.

However, he would get to that later. Otto created a folder and moved the files there. He had something he needed to do in the meantime. He opened up a voice changing application and spoke into the microphone.

"Unfortunately for those of you still attempting to capture Spider-Man, time has expired. As I will no longer be offering a bounty, bringing him in will not bring any benefit from me."

Otto stopped recording his message. He would be sending the recording out to those whom he had hired to wear down Spider-Man. Having planned ahead for his success, he had rigged the building the meeting he had sent the original message from to register whatever phones, computers, or other devices, as well as determine who owned each one. Using this information, Otto could send his new message out to tell them that he would not be paying them to capture Spider-Man. It would be incredibly annoying if one of the people he had hired ended up interfering with his plans while trying to capture "Spider-Man".

Of course, Otto would have to edit the recording by hand this time as he was not a computer. Careful to distort the recording enough so that his voice wouldn't be recognisable, yet would still be understandable, he spent about ten minutes working with the audio. When satisfied that the voice would sound close enough to the original to not be noticed, Otto sent it out.

Confident that the recording would convince at least most of them to leave him be, Otto moved onto what he really wanted to do: bring New York City to its knees. Fortunately, Otto had a plan to do exactly that. Technology was something people relied on every day to get by in life. What would they be willing to do to get it back if it were to be taken away? All he would need to do would be to take control of all the tech in the city, and the rest of the pieces would fall into place. Then, everyone would finally recognise him for his genius.

There was, however, one slight problem. In order to take over all the technology in the city, he would need some way to broadcast a powerful enough signal to reach them all. Otto knew what was needed to build such a device, but did not have all the materials readily available. Sure, Horizon had some supplies for its students to use and there were parts lying around his lab that he could use, but he would need other parts that weren't quite so easy to obtain. Supplies his new spider powers would be useful for obtaining. Only a minute later, after grabbing some devices and webbing himself a bag, Spider-Man was spotted swinging towards Stark Industries.

Elsewhere in the city, Hobie Brown, a.k.a. Prowler, had just gotten home from his first attempt at trying "that whole superhero thing" Spider-Man had recommended, and he had to say it went pretty well. He'd busted a drug dealer, stopped three muggings, and, on a slightly less combat related note, helped a single mother managing two young kids pick up some groceries she accidently dropped. All in all a pretty good day. Hobie was about to pull off his mask when the speaker near his ear jumped to life on its own.

A cold, distorted voice crackled through the speaker, "Unfortunately for those of you still attempting to capture Spider-Man, time has expired. As I will no longer be offering a bounty, bringing him in will not bring any benefit from me."

Hobie pulled his mask all the way off. How had whoever set up the bounty figured out the frequency to send the signal? What did they mean when they said time had expired? Had someone managed to bring in Spider-Man? He had been pretty worn out last Hobie had seen him, not that he had helped much with that by attacking him. He looked out the window.

"Well, in that case, it looks like I'll have more superheroing to do to make up for it," Hobie muttered under his breath before going to his brother's room to talk.

Panda Mania and Hippo had just barely managed to avoid getting captured by the police after another attempt at robbing a bank. This time, they hadn't even been able to get their hands on anything before the cops showed up to take them in. Apparently, word was getting around about two animal-themed quote-unquote weirdos hopping from town to town robbing banks. It was rather annoying, and somehow had landed them back in New York City. They had decided that since they were in the area, they'd go sight-seeing. Of course, the cops showed up if they were anywhere more than five minutes at a time.

"Why did we have to go with animal costumes? We had to pick something easily recognisable," Panda Mania grumbled. She was sitting on a bench in Central Park next to Hippo, who was taking up three-fourths of the bench all on his own. Fortunately, there wasn't anyone in sight to rat them out quite yet.

"Even if I wore a different costume, wouldn't I still look like a hippo?" Hippo asked in response. "I mean, even if I wore a mask, it would still be in the shape of my face, so wouldn't it not change anything?"

Panda sighed. "I don't know. Maybe I could do the actual stealing part on my own while you, I don't know, do tech support or something?"

She caught sight of Hippo's almost distraught expression and quickly amended her statement. "Of course, I wouldn't want to do it without you. That wouldn't work with the team thing we have going on."

He looked immensely relieved.

"We should probably get going," Panda Mania stood up from the bench. "We don't want to have to run from the police eleven times in the same hour."

"Yeah, I guess you're-"

Suddenly, a loud buzz cut Hippo off. Panda flinched, and pulled her phone out of her suit's pocket. It looked like someone had left some sort of voice mail.

"What is it?" Hippo asked as he got off the bench and edged behind her to get a better look.

"Some kind of recording," she muttered.

She clicked on it. What sounded like a distorted, robotic voice played.

"Unfortunately for those of you still attempting to capture Spider-Man, time has expired. As I will no longer be offering a bounty, bringing him in will not bring any benefit from me."

"Did someone actually manage to catch Spider-Man?" Hippo almost shouted.

Panda shushed him. They didn't want to get caught.

"It seems like it," she said putting her phone away. "Whoever they are, they must be really good."

"How'd they get our number?" Hippo asked.

"I don't-"

Out of nowhere came the screams of police sirens.

"Oh, come on!" Panda said as she and Hippo took off into the trees.

Lashing out with electricity, Electro paced in her cell. She had been so close to freedom, but Spider-Man had to have been there to shove her back in this stupid insulated cell. With a growl, she created new burn marks on the walls. It wasn't as satisfying as she wanted it to be. Fortunately, whatever gave her the ability to turn into electricity had made it extraordinarily difficult for the guards to take her gear, so she still had some of it left on her. For what that was worth.

Eventually, she used so much of her energy scorching the walls that she had to take a break. Electro sat down in a corner, knees pulled to her chest and arms crossed. It didn't look like she'd be getting out of here any time soon.

Out of nowhere, a voice came through her one remaining earpiece. After listening to what it said, she ripped the device off her ear and clenched it in her fist. Sparks lit up her eyes. She had just fought Spider-Man last night. Had someone else managed to catch him? How? She glared at an X shaped burn on the wall and threw the earpiece. She'd gotten thrown in jail for nothing.

A few cells away, Chameleon assumed that his employer had been successful. He'd gotten a message the same way he'd received one when he was brought in. He wasn't quite sure what his boss had wanted, but since he had said Chameleon's work had been helpful, Chameleon hoped that he'd get paid when released from prison.

A few minutes earlier, in an only recently filled cell, Peter Parker was still trying to wrap his mind around the previous night and not have a panic attack. It was way harder than it should have been, but there wasn't much else to think about. The only time anyone came in to talk to him, all they did was ask him about last night. Questions like "Why did you plant the bomb?", "How did you know Spider-Man was in the building?", and the most annoying one of all, "Why won't you admit to being Doctor Octopus?". No matter how much he insisted that he wasn't Doc Ock and that he didn't know what was going on, whoever was interrogating him would just leave. Then, a few hours later, someone else would come in and ask him the exact same things. Other than that, with no eyesight, all Peter was left with to keep himself from going insane were his own thoughts.

One problem with that was the idea of Otto Octavius walking-slash-swinging around in his body was the main thought in his mind and it didn't make Peter feel any better about his situation.

While trying to think of something else, the sound of someone talking played in his mind. It didn't come from the robot body's audio sensors, but seemed to play directly into his brain.

"Unfortunately for those of you still attempting to capture Spider-Man, time has expired. As I will no longer be offering a bounty, bringing him in will not bring any benefit from me."

One part of Peter's mind wanted to curl up in a corner, but the more rational part reminded him that it would be pointless. Since being stuck in a robot, Peter had found that he could remember things perfectly and play back his memories. The problem with that was he couldn't exactly control it. This left the message playing on repeat in the background of his thoughts. Peter could almost hear what sounded sort of like his voice through the heavy distortion.

He didn't understand why he would get the message, since it wasn't as though he had been hunting himself down or anything. Unless…

"If Otto sent the original message from the Living Brain," Peter started muttering, which was a bit helpful in blocking out the recording that would be nightmare fuel for the next couple days, "it's possible that the signal might have automatically connected with the message he sent if he used a similar frequency or if whatever he sent it with mistook it for being a recipient because it was involved. Either that or Otto sent it intentionally just to get at me. I could see that happening."

Peter paused where he'd usually take a breath, before remembering he could no longer breathe. Before he could do anything else though, he heard the telltale signs of a panel sliding to allow another person to ask him a whole bunch of questions that they didn't want the truthful answers to.

Peter sighed, "If you don't have any new questions to ask, you aren't getting any new answers."

"Sorry Octavius, but you know we have to do this."

"I'm not Otto Octavius."

"This is going to last a while then."

Peter held back a groan. He really hated his life right now.

Otto stopped on the side of a building right across from a Stark Industries storage facility. Hopefully, he would be able to find most of the parts he needed there in order to build his device. He would know what to take when he saw it, so all he had to do was use stealth to get past any security that was there.

Careful to stay out of line of sight of the guards, Otto snuck behind them, and quickly webbing up cameras to avoid being spotted. Silently, he dropped down and pulled off the scanner panel by the door. After rearranging some wires, he pulled a small, cylindrical device out of the web bag he had wrapped around his waist. He flicked the slider up, causing small prongs to slide out the end. Otto plugged the device into a few small holes. A tiny red light blinked on the side of the device as it hacked into the system's security. For the next thirty minutes, the cameras would show looped footage inside the facility. The doors would also open when he was with three feet during that time, allowing him to move through the building as he wanted.

As soon as the light blinked green, Otto yanked it from the panel, and replaced the panel he had removed. He did not want anyone to be notified to his presence due to the missing panel. He strapped a stop-watch on his wrist so he wouldn't lose track of what time he had left. With a soft swish, the door opened and Otto slid through. He jumped to the ceiling and moved further into the building. It was unlikely that the tech he would need for his little project would be stored close to the entrance. If he would need most of his time to search for the hardest parts to get a hold of.

There wasn't actually much in the way of security other than cameras, so Otto had no problem getting into the back rooms. Then, he dropped to the ground. He glanced over all of the nearby parts, searching for anything that he could use. He then moved on to the next collection of items. For the next twenty minutes, he systematically made his way through each of the rooms, not really finding anything that he couldn't get somewhere else easier, or already had.

Finally, he struck gold, so to speak. Otto picked up a signal amplifier from the pile. It was a small rectangular device with a clamp and some wires on the back, and an extendable antenna protruding from the top. With enough of these, he could easily realize his plans.

But as he moved to put some of them in his bag, his arm seized up. He shook his head, and held it up to get a better look. Was it rigged with some sort of anti-theft measures? If so, he didn't see how or why. It would be cost inefficient to put something on every single device that Stark Industries owned, not to mention the difficulty of making something that could cause only someone's arm to freeze up. Wouldn't it be better for it to temporarily knock the thief out?

Again, he tried to put the amplifiers into the bag, only for his arm to start shaking the closer it moved to the bag. Otto clenched his fist and aggressively attempted to thrust it in, but it refused to move.

Frustrated, Otto decided to skip putting them in the bag and just walk out, but as soon as he tried to take a step, his legs refused to move. He growled. Why was this so difficult?

Suddenly, a stream of memories, not his own, overtook his mind.

_With great power, comes great responsibility._

An older man with a kind smile looked at him from a chair, the equation from the phone screen and backpack written out on a piece of paper next to a cuckoo clock that...Otto had just fixed? No, that wasn't right. Parker. Peter had fixed the clock.

The scene shifted to Oscorp and getting bitten by a spider.

To developing powers in the bathroom.

To almost getting hit by a car on the road only to flip over it and stick to the nearest building.

Making mechanical web-shooters.

Signing up for wrestling.

Letting a thief run off without making a move to stop him.

Winning a wrestling match.

Uncle Ben being shot that night.

Finding out his uncle's death was his fault.

_With great power, comes great responsibility._

He collapsed to his knees, dropping whatever was in his hands. Tears threatened to escape his eyes. Why wouldn't they after having to relive that? It was just as painful as it was the first time. Or was this the first time? It didn't feel like it. But it couldn't have happened before. He struggled to sort out whatever was happening in his mind.

A low buzz from the stopwatch warned him that he only had five minutes left. Breathing heavily, he shakily got to his feet. Without pausing for more than a second, he jumped to the ceiling and ran towards the exit.

He made it out of the building with less than two minutes to spare. He only took a brief glance to make sure no one was there before he swung off. Barely pausing to take a breath, he ran up the nearest building. Even when he reached the roof, he didn't stop running. He lept from rooftop to rooftop, only stopping when he ran out of breath. Coincidentally, this happened to be a residential building directly across from a large screen displaying a Daily Bugle broadcast going into great detail about why Spider-Man had been working with Doc Ock during the incident at the villain holding facility. He heard a clinking sound as the web bag he had held his tools in dissolved, allowing the hacking device he had brought to fall.

Taking a break to get his thoughts in order, Otto looked at the screen. J. Jonah Jameson pressed a button on the desk in front of him, causing a large, red circle with the text "MENACE" to appear over a picture of Spider-Man.

Otto sat down on the edge of the roof. He looked at his gloved hands and clenched them into fists. Spider-Man was a menace. A menace for having a sense of responsibility so deeply ingrained that it prevented him from doing anything wrong. Not that he could be particularly blamed for it. If those memories that had incapacitated him back at the storage buildings were that powerful, even to Otto, it was no wonder. It might have been touching if it weren't so frustrating to Otto's goals. If he froze up everytime he attempted to do something considered villainous, he would never be able to go through with his plan.

The creak of a door sounded behind him. Otto flinched and prepared to swing away.

"Spider-Man, wait!"

Otto turned to see a boy who looked to be about twelve or thirteen standing in front of the door, arm reaching out in a 'stop' gesture. Otto didn't move.

"Wait right here. I need to get something," the kid said before running back inside.

Otto wasn't quite sure what to do. It seemed unlikely that the boy meant any harm. Though, he did live directly across from a Daily Bugle broadcast, which might have given him a mistrust of Spider-Man. In that case he should probably leave to avoid the police being called.

As Otto was making up his mind, the door swung open and the kid ran out, panting.

"I know I probably should have asked before going inside to get these," he said, clutching a piece of paper and a pen, "but could I have your autograph?" He looked up, meeting Otto's eyes through the mask, oblivious to who he was actually talking to. "You're my favorite superhero! I know the news says you're a bad guy, but I don't buy it. I know you're one of the good guys! You saved my mom's life one time, but you probably don't remember it. You save people all the time!"

_He wouldn't be saying any of this if he knew who I really was_, Otto thought dryly.

The boy continued, "I...well, I'd really appreciate it if you could sign this. Please."

Otto took the pen and paper the kid held out to him. The paper featured a fairly decent drawing of Spider-Man swinging from a building. Hesitantly, Otto wrote "Spider-Man" in neat cursive along the bottom of the drawing and gave it back to the boy.

"Thank you so much!" the boy bounced with excitement before running back inside.

Otto lingered on the rooftop as the door slammed shut. That boy had been so happy and excited to see Spider-Man. Otto was not exactly used to people being happy or excited to be around him. He had not expected it to feel so satisfying.

He bent down to pick up the hacking device he had dropped. Still crouched down, he turned it over in his hands. Maybe he was going about this the wrong way. He couldn't think of very many people who genuinely liked Otto Octavius, but Spider-Man had those who appreciated him. Trying to make people respect him the way he had been was not bringing results. Besides, with Peter's conscience refusing to allow him to be the greatest supervillain of all time, maybe he would be better attempting things from the opposite angle. If he did that, he would most likely even receive support for his actions that would make his job that much easier.

Of course, he would not do things the same way his predecessor had. There were flaws with Peter's strategy, and there was absolutely no way Otto would be making those ridiculous jokes. He stood up and looked at the bustling streets below, still busy even with the sun setting. Yes, he would be a better Spider-Man than Peter Parker ever was. A Spider-Man that would outshine the one who came before in every way.

A Superior Spider-Man.

**AN: This was posted waaaaaay later than I wanted it to be, but you know what? It's here now, and that's what I care about.****I threw a whole bunch of references to the clip of one of the next episodes in the beginning there, so if you've watched it, it will be incredibly obvious. If you haven't, check it out :) As painful as it is to watch, it's still pretty cool.****I hope the middle section of the chapter didn't seem too weird. I thought it would be neat to see people's reactions to Otto's recording, and I couldn't think of a good way to transition the chapter, so that section was born. Also, I should probably mention that just because a character showed up in that section, doesn't necessarily mean they'll show up anywhere else in the story or play an important role. I just used every character Otto hired that I could reasonably expect Otto's message to reach just in case I did find a good way to use them.****Plus we got some actual-Peter in there, so that's fun.****Anyway, yeah. I'll try to keep my update time under two weeks, so expect another chapter somewhere in that time frame. Unless things go very annoyingly (If that's a word).****Let me know what you think of this chapter and any theories that you might have :D I hope you all have a good day/night!**


	4. In Between

**AN: I'm so sorry about the huge time gap since the last update and the short chapter. This is mostly just transition and side stuff for the plot and was a bit hard to write.** **Anyway****, as always, reviews and such are welcome :)**

* * *

"So, where were you?"

Otto had just opened the door to the Parker residence, only to see Mrs. Parker blocking the stairway, arms crossed. He froze in the open doorway. After everything that had happened that evening, he had not remembered that she might be waiting for him when he returned to the house. Generally speaking, he did not care what others thought of him, but this woman was his legal guardian, so that complicated matters. Besides, he was incredibly drained and need rest for optimal functionality. With Mrs. Parker, or 'Aunt May' as a corner of his mind told him, blocking the stairs, Otto would have to work through this. Preferably without injury to anyone. He closed the door behind him.

"I've called you at least twenty times in the past half hour alone. Sent who knows how many texts," she continued. "You'd better have a good reason for this, young man."

In retrospect, it would have likely been a good idea to have checked his phone at least once. It was too late for that now, however.

"I was..." He scrambled for a response, doing his best to maintain a straight face, "working on a project. At school."

"Really," May said, her eyes narrowing. "Because soon after school ended, I got a call from your friend Miles asking where you were. Do you know where he said he was?"

Otto did his best to conceal his feelings of alarm, but May seemed to have no trouble picking up on it. Her glare softened as she sighed.

"Look, Peter," she said in a calmer voice, "I get that you're busy and that you want to spend time with your friends, but I want to know these things. Especially with you having to come home early last night because you weren't sleeping. I'm worried about you, and lying about where you were only makes me worry more. Why can't you tell me what's going on? Is there something happening that I should know about?"

Otto did not like where the conversation was heading. He was better at interacting with computers, not living, breathing, thinking people who knew more about who he was pretending to be than he did. Anxious to leave and not knowing how to respond, Otto's level of frustration rose.

"Nothing is 'happening'. Besides, I was working on a project of mine, even if I was not at the school the entire time. Why does it matter?" He asked, unable to fully keep the irritability out of his voice.

May Parker's expression flashed from relatively calm concern to hurt before changing back.

"What's wrong, Peter?" May asked again. "If something's bothering you, I want to know. I want to be able to help you."

When 'Peter' didn't respond, her worry skyrocketed. However, Otto merely did not know what he should say in response. He could not very well tell her what had actually occurred. That would only make this situation more complicated than it already was.

May sighed. She came down the few steps to ground level and walked a short ways out of Otto's path to the stairs.

"Dinner's in the kitchen if you still want it," she said, her voice softening. "It might be a bit cold, but you can heat it up if you want."

Otto did not acknowledge her statement and walked directly to and up the stairs. He was not feeling particularly hungry and very much wanted to sleep. He made his way to his room, which he would need to redecorate at some point, and hastily changed into a pair of pajamas on the floor of the closet. He would need to reorganize that as well.

He was out like a light within minutes.

May Parker, however, didn't go to sleep quite yet. Her concern for her nephew was heavy in her mind. She'd been worried for some time that Peter had been overworking himself, but lately, he always seemed to be out of it. But other than that, he'd been acting relatively normal. Thinking about how he was acting now though, she worried about what he might be mixed up in. It wasn't even just what he had done when he'd come home. He'd been acting a bit off before he'd left for school.

Maybe she was worried over nothing. Maybe it was a one time thing. Maybe the stress was just getting to him. Still, May couldn't ignore the nagging feeling that something was wrong. She sighed. There wasn't anything she could do about it right now if she didn't know what was going on. Jumping to conclusions might only make whatever the situation was worse. She would have to wait and see.

Otto woke up at 1:57 p.m. Sunlight streamed through the window and lit up the room. He sat up, blinking away the remnants of sleep. His eyes scanned the room.

Due to his fatigue the previous two days, it appeared he had failed to fully notice the state of the room. Clothes were thrown haphazardly onto the floor, papers strewn across the desk and falling to the floor, a garbage can that was nearly overflowing. Otto's eye twitched. It would appear that the room was in desperate need of reorganisation.

In a half hour, the room was spotless, a great improvement over its original condition. Satisfied Otto left the room, went down the stairs, and went into the kitchen. He had not eaten in over twenty-four hours and that was taking its toll now that he wasn't focused on other matters. As he went to open the door to the refrigerator a Post-It note stuck on the handle caught his attention.

_Peter,_

_You were asleep when I left for work, so I wrapped up some of the breakfast casserole I made and put it in here for when you woke up._

Aunt_ May_

_P.S.- Sorry I got on your case last night. I know you're busy and stressed. Just stay safe_

Otto pulled the note off the door. He opened it and saw the plate of breakfast casserole covered in seran wrap resting on one of the shelves. He removed the plate, closed the door, took off the plastic wrap, and proceeded to heat it up in the microwave.

As he waited, he pulled his phone out of his pocket. After last night, he figured it would likely be beneficial for him to review any messages that he was sent. Looking now, he could see that he had missed a total approximately three hundred and eighty text messages and one hundred forty-seven phone calls. About three-quarters of them had been from May the previous evening. Most of the others were from Miles Morales. Scrolling through messages, it seemed as though Miles was worried about potential reasons why 'Peter' had not gone out as Spider-Man and was not responding to any messages. Others were requesting his assistance in training "Spider-Girl". Apparently, she was a new spider-powered hero that had helped Spider-Man during the incident at the prison.

The device vibrated in his hand with another text from Miles.

"_Seriously man. What's going on_"

Otto stared at the message that was missing a question mark. Hesitantly, he typed out a response. How would Parker respond to this? He had no idea, but he could at least try.

"_I apologize for not responding sooner. I was busy with something for the majority of last night, and then was asleep for most of today_."

Otto sent his response as the microwave alerted him that it had finished. Setting the phone down on the table, he removed the plate from the microwave and, after finding the silverware, sat down to eat. A few minutes in, the phone buzzed with another message from Miles.

"_Thank goodness you're not dead_"

Otto ignored the message and finished his late lunch. He felt much better now than he had before eating. He placed the dirty plate and utensils into the mostly empty sink.

But what should he do now? He did not have any school work as he had finished it all the day before, so that left the rest of the afternoon free. He could do some work as Spider-Man, but he had noticed some glaring errors in several of the designs; some of which could be potentially fatal. The amount of fluid the web-shooters could hold was painfully small, especially if he would use them to travel from place to place. The suit, while made of a fairly resistant material, did not seem as though it would be extremely helpful in protecting him from any attacks. Not to mention the spider-tracer's limited range. Actually amending these issues could be what he worked on today.

As Otto was about to go back upstairs to retrieve the Spider-Man costume, his phone buzzed again with another text from Miles.

"_Hey, would you be up for helping me teach Spider-Girl? You remember her __right?_"

Otto scowled and typed, "_I have other plans._"

"_What other plans_," was Miles's fast reply.

"_You forgot to put a question mark at the end of your sentence_," Otto sent in response.

He pocketed the phone, ignoring the following vibrations, and continued up the stairs. He picked up the backpack containing the Spider-Man costume and slung it over his shoulder before heading out.

Otto made his way into the busier parts of the city before changing into his costume. He did not want to run the risk of someone noticing Spider-Man leaving a residential area in Queens on a regular basis. Once in costume, Otto swung off towards his hidden lab. While it did have more limited resources, it was the best alternative to working on his projects at Horizon.

Upon entering his lab, he set his bag containing his regular clothes on the desk and booted up the computer. He pulled up Parker's blueprints and got to work.

* * *

Miles stared at his phone. Peter sleeping in today made sense. He'd seemed dead tired. But what had he been doing last night that would have kept him up so late? Most of Peter's free time was spent as Spider-Man, and Spider-Man hadn't been on the news, social media, or anywhere. Miles would have thought school work, but Peter had finished all of that in class. Something weird was going on. Not to mention how off his texts seemed to sound in Miles's head. Or the whole question mark comment.

Since it didn't seem as though Peter was going to respond to anymore texts, Miles closed out of his messages with Peter and opened up his conversation with Anya. He quickly typed, "_Apparently Spidey's busy with something, so it's just gonna be you and me_"

About thirty seconds later, she texted back, "_Did he give any specifics?_"

"_No, he told me I forgot to end my sentence with a question mark_"

"_Maybe it's something personal?_"

Miles sighed. He hoped it was that and not something worse. "_Maybe_"

"_If Spidey's not coming, should we just head out now?_" Anya asked.

"_I'll ask my mom if I can go out. She's off work right now, so I should probably ask before I leave_."

Miles stood up and leaned out the door of his room.

"Mom? Can I go hang out with a friend?" He shouted.

"Just be back by dinner," she called back.

"Thanks!" Miles turned back to his phone and typed out, "_I'm good to go. Meet you by the McDonalds near Horizon?_"

"_Sure_" Anya replied.

Miles pressed the power button on his phone. Well, even if Peter was too busy to help Spider-Girl, at least Miles was there to show Anya the ropes. He grabbed the plastic bag containing his suit, unlocked his window, and ran out of his bedroom and through the front door.

Ducking into the alleyway right by his home, Miles changed made his way to his bedroom window, slid it open, and tossed his clothes and the plastic bag into his laundry basket.

Now that he was no longer carrying anything, Miles pressed his middle two fingers to his palm and yanked on the webline to pull himself out of the alleyway and above the streets.


	5. A Necessary Evil

Anya shifted her weight from one foot to the other as she waited for Miles to arrive. She hadn't been waiting too long, but she did feel slightly uncomfortable just standing around on the roof of a building in costume doing nothing. Fortunately, only a few seconds later, a familiar black and red suited figure appeared above the streets. Anya unintentionally breathed a sigh of relief.

"Sorry if I made you wait," Miles said as he landed next to her on the rooftop. "I had to web down a shoplifter real quick."

"It's fine," Anya assured him. "I am ready to get started though."

Miles nodded. "Great! Let's get moving."

The twosome leapt from the building and swung off, Miles taking a slight lead.

"Alright," he started. "For now, the plan is just patrolling. We should be able to find some crimes to stop if we look around."

He couldn't see it, but Anya's expression took on a hint of disappointment. She responded, "Shouldn't we be working on my technique or something? How will fighting lower level criminals help me improve my skill?"

Miles thwipped out another webline before answering, "I thought about that, but since experience is a pretty good teacher, I figured it would be hitting two birds with one stone. You get practice, and we take out some bad guys." He took a left at an intersection, and Anya course corrected to follow. "Besides, it isn't that easy to find a super villain to fight, thankfully, and it's good to practice holding back against the bad guys that can't take full on spider strength."

Anya thought it over for a second before nodding. "That makes sense."

"Let's head this way," Miles said as he changed direction again. "I've read that there's been a crime spike in that area recently."

"Sounds like a plan." Anya smiled. She was ready for the world to meet Spider-Girl.

* * *

Otto Octavius was hard at work in the Spider's Nest upgrading and adding to Parker's gear. He fastened one of the web-shooters he had recently made to his wrist, and pressed a small button near the top. Five spider-like robots that had been laying inert on the table activated and stood.

Three of the spider-bots were very small, only about five inches in diameter. Once he finalized their designs and created more of them, he would be able to more easily find and track down criminals. Their small size would help them get in and out of places largely unnoticed. The other two were three times the size, and built with added attachments that functioned as weapons. These could be used as back-up in a fight. It was likely there would be some instances where having assistance would be useful, but there was no way he'd rely on anyone else in that regard. The robots would listen to him and do what he said, while other people would likely ruin whatever he was planning. Not to mention the chances of someone close to Parker discovering who he really was.

Pressing another button on the web-shooter, Otto pulled up a holographic display that hovered a few inches above his wrist. He flicked through the screens, each giving a visual display of what could be seen through the spider-bots' cameras and any other information they picked up from their surroundings. The stealth-bots crawled up the wall and hid amongst his tools, and the two fighter-bots hid under the table, waiting for the command to attack.

Satisfied, he turned off the hologram and tapped the top of the table twice. Quickly the spider-bots crawled out of their hiding spots before gathering close to where Otto had touched the table. Now, all he had to do was produce more of them, and the spider-bots would be able to be his eyes in the city, and provide assistance in combat.

For the final box on his current checklist, altering this garish costume. Of course, he could not completely change the color scheme without drawing unnecessary attention to the differences between Otto and predecessor. However, he could alter the suit's appearance to be something he would be more comfortable wearing, as long as it retained some similarities to Parker's. Not to mention, the costume was not made of a very sturdy material. From what he could tell, it seemed to be made of just basic fabric. That would need to be remedied as well. Fortunately, Otto already had a suitable replacement fabric and a design in mind.

He opened the box of material he had left up against the wall earlier, the bright reds and navy blues creating a sharp contrast with each other. Otto pulled out several of the sheets of fabric and grinned. Soon, it would be time to let the world see their hero.

* * *

"I think we've had a pretty successful day," Miles said as he finished webbing the trio of robbers to the ground.

"I'll say," Anya nodded and pulled a piece of paper out of her pocket and as an afterthought, also pulled out a pen and scribbled something on it before sticking it on the criminals. "This is, what, the fifth crime we've busted? We're on fire!"

Miles looked from her to the note that read "From your friendly, neighborhood Spider-Girl and Spider-Man", and back before asking, "Just how many of those notes do you have?"

"Never hurts to be prepared," she replied, grinning.

"We're still here, you know!" shouted one of the thieves before getting his mouth webbed shut.

"Which is why I just sent a message to the police," Miles said before turning to Anya. "Let's head out."

The two of them swung off, the darkening sky a backdrop for the two heroes swinging through the city. While that wouldn't affect things most of the time, it did remind Anya of something that she'd forgotten with all the fighting.

"My parents want me home before dinner," Anya called out, "and it looks like it's getting late."

"We should probably head back then," Miles came to a stop on the roof of a building, Anya close behind. "I'd say that makes for a pretty effective training session."

"Thanks, Miles," Anya said.

"No problem," he acknowledged, "but it would've been nice if Spidey had been here to-"

He was cut off by his spider sense. Quickly, Miles and Anya turned their heads to see a lone figure standing on the water tower, followed by a sharp crack as the tower burst. A torrent of water slammed into them, washing them off the roof of the building and into the streets below. The two of them slammed into the pavement hard enough that without their powers, they would've broken at least several bones. As it was, they would be nursing a lot of bruises for the next couple days.

As people ran screaming, the tide of water swept through every shop on the street before dragging out any valuables it touched. The fluid quickly streamed toward a sewer grate, pulling everything with it.

"Oh no you don't", Miles growled as he lunged at the water, delivering a venom shock the instant he made contact.

The electricity-like blast shot through the water, which let out a scream. Anya and Miles watched as, while some of the liquid seemed to start flowing down the grate, leaving everything behind, another portion of water consolidated until it formed a humanoid figure. The figure sank back into the water it came from and swelled up to the height of a building facing the two Spider-Heroes. Even with a face made of water, they could see it glaring daggers at them.

Even with their spider sense, they weren't able to dodge out of the way of the roaring wave that swept them back. Miles started to charge up a venom blast, but was thrown into a building. Hard. Anya came to a stop as she slammed into the car pile that had also been washed up. After checking to make sure there were no people left in the cars, she looked back to see Miles trying to pull himself up and the figure, now looking remarkably human and normal sized, standing in the water as the liquid scooped up the fallen objects. Miles, now on his feet, tried to charge up, but immediately felt incredibly dizzy, only letting off a few sparks before being slammed against the building once again by a wall of water. He slid to the ground, barely conscious.

"Miles, no!" Anya rushed to help him, but while her voice didn't, her movement certainly caught the attention of the water being, who grabbed her with a watery fist and yanked her closer.

"Let go of me!" she pummeled at the water to no avail.

Now that she was closer, she could see what looked to be a boy maybe a year or two older than her, looking like a relatively normal human being if not for his arm dissolving into water at about the elbow.

"But why would I do that?" He asked mockingly. "If you were going to electrocute me like your friend over there, you already would have, and unless you happen to have some other way of breaking my control, there's not really anything you can do about it." He laughed. "Now, if you'll excuse me, I'll… wait, that's it!" He looked her over, a crazed grin on his face. "They wanted me to bring back proof of my loyalty, and what better way to do that than to bring them the corpse of a wannabe superhero. Especially if that hero is a Spider. I can't believe I didn't think of this before. And here I was stealing jewelry."

Anya struggled fruitlessly as his arm extended higher and higher, drawing from the water under his control. Eye lenses wide, her gaze darted around, looking for anything she could use to save herself from being slammed into the ground. She thwipped out a web from each wrist that latched onto the nearby buildings. Straining, she pulled on the webs, trying to keep herself from going any higher.

The water powered teen shook his head as with a sharp yank he broke both strands. "Seriously? You think after what you've seen me do, you can get away like that? Nice try, but that's not going to work on Hydro-Man, soon-to-be-member of the- wait, what's that?"

Anya looked down to see small shapes crawling into the mass of water surrounding the water manipulator. Temporarily forgetting that he had someone he was trying to kill, 'Hydro-Man' used the water to lift one into the air.

"A robot? But what on-" his eyes widened seeing a spot on the device light up. "Oh no."

At first, she didn't feel anything, but when she did feel the shock run through her, she screamed. This wasn't your run-of-the-mill invention accidentally electrocuting you. No, this was agonizing. If she hadn't been literally covered in water, she would have thought she'd been set on fire. She didn't even register that Hydro-Man had dropped her as she slipped into unconsciousness.

Luckily, Miles did. Having just fully come to, he shot out a web line that hit Anya in the back. With a sharp tug, he pulled her toward him and jumped up to catch her. Her suit was burnt beyond recognition despite being drenched, and in some places was completely destroyed. He quickly, but gently, set her down and took her pulse. Satisfied that she was alive, if unconscious, he looked at the scene.

Hydro-Man lay convulsing on the ground, all the extra water he had been controlling now fully out of his control. Surrounding him were about four robots that looked eerily like spiders, all sending out an electric current. As Hydro-Man's movements grew weaker and weaker, Miles, picked up a piece of the broken wall and flung it at the robots, which quickly skittered out of the way. The chunk of wall slid through the boy made of water, who was now lying unconscious on the ground. He made as though to hurl another piece of debris, but it wasn't necessary as the robots continued moving, instead heading up the wall of a building. Following the robots' path, Miles's gaze traveled up the wall before finally coming to rest on… no, it couldn't be.

"Peter?" he whispered.

A groan by his feet reminded him that Anya was still in need of medical attention. He hurriedly dialed 911 and quickly told them what happened, leaving out Anya's identity and just telling them that the villain and some civilians needed medical attention. He took off Anya's mask, which in combination with her now unrecognizable suit, would keep her identity from being discovered. He looked up at the figure standing on the building who was messing with a holographic display above his wrist. Eyes narrowed, Miles raced up the building. If that was Peter, he had a lot of explaining to do.

* * *

For their first field test, the spider-bots had performed admirably. It was a good thing he had made two more fighters when he did, because it was not long after that the stealth-bots had discovered the conflict that had ensued between the boy with water abilities and the two Spider-People. The stealth-bots' cameras had shown him the boy's weakness to electric shocks, so it had been incredibly easy to defeat him.

It was unfortunate that Spider-Girl had to get hit in the crossfire, but it was either that or have her slammed into the pavement, so shocking them both was the best course of action. He would have to alter them so that the voltage was easier to control, however. He had intended for the shock to be weaker at first as to minimize the harm done to Spider-Girl while still freeing her from 'Hydro-Man'. While that had, unfortunately, not worked out the way he had hoped, based on Miles Morales's reaction, she was alive, and would most likely survive.

Morales did seem to be upset about the spider-bots attacking Hydro-Man, though Otto could not fathom why. He thought the whole point of being a 'superhero' was to stop the villains. Rather than allow the spider-bots to be destroyed, Otto recalled them, typing out notes on their performance on his holographic display. At least, that is what he was doing when he was interrupted by a furious Miles Morales.

* * *

Miles reached the top of the building and stopped when he reached the top. What had been difficult to see from the ground was evident when this close, and it did nothing to improve his mood.

"Wait, the reason you couldn't come and help train Spider-Girl, was because you were making yourself a new costume?" he asked incredulously, his eyes narrowed.

Peter sighed and looked up, black mask lenses moving to imitate annoyance. His new suit was primarily a dark navy blue, which contrasted significantly with the bright red upper body. The spider symbol on his chest was the same blue as the majority of the suit that it connected with and was much larger. He had new web-shooters that were on the outside of his suit and were completely black in color, though they did each have a glowing blue light in them. Other than his mask, chest, and back, the only other red on the suit was in the palms of his hands and the soles of his feet.

"It is not just a new costume," he scoffed. "I have been upgrading my tech all afternoon, which includes these web-shooters," he raised his hands to draw attention to them, "which now have an increased capacity and stronger webbing, and the spider-bots that assisted you in combat."

"The ones that nearly killed Spider-Girl and Hydro-Man? That was you!" Miles stared at him in a mixture of shock and horror. "What- why? Did you see how much you were hurting them?"

Miles could've sworn Peter was rolling his eyes under the mask as he said, "I did not mean for Spider-Girl to get badly hurt. I was simply attempting to free her from that villain. The voltage was...higher than I expected, but that is an easy fix. Besides, if anything you should be thanking me. If I had not interfered, Hydro-Man would have destroyed the both of you. It was not as though any physical attacks were working, and your abilities were-"

"That's not what I'm worried about, Pete," Miles interrupted, voice cold. "We have a no kill policy. Even if what you did to Spider-Girl was an accident, that doesn't change what you did to Hydro-Man. You were torturing him! You could have stopped the current at anytime. He's made of water. He could have _died_, Peter."

Peter's eyes narrowed, "Well, if he had died, he would not be able to hurt anyone again. I was under the impression that our job was to stop criminals from committing crimes."

"Do you even hear yourself?" Miles said aghast. "You're talking as though you're judge, jury, and executioner. We're here to fight the bad guys so they go to prison, not _kill_ them. You of all people should know this. It's what you've been doing since day one! When did that change for you."

The sound of sirens grew louder as the two Spider-Men stared each other down, the tension in the atmosphere almost tangible. Peter was the first one to break the silence.

"I do not have time for this." He glared back at Miles before swinging away.

Miles stood alone on the rooftop as he watched his friend's receding figure and whispered, "What's gotten into you, Pete.

He turned to look down at the scene of the fight. The cops and medical personnel had arrived, lighting up the darkened street with red and blue light. As he saw Anya, Hydro-Man, and several unconscious people who'd been inside buildings loaded onto stretchers, he pulled out his phone and dialed a number.

"Mrs. Corazon? This is Miles. Anya's friend," he said. "There's...been an accident."

**AN: Well, looks like Anya's going to be out of commission for a while and Miles is salty at Peter. Sorry it's taken so long to update. I've been super busy with musical rehearsals and stuff for the past month. Hope you guys enjoyed this chapter. As always, I appreciate any feedback you have for my story. Hope you have a great day (and a happy Thanksgiving for those who also have that holiday)**


	6. Heightened Stakes

Miles and Gwen were sitting by Anya's hospital bed. Anya's parents were talking to the doctors out in the hallway, so Miles was explaining what had happened to Gwen.

"Hold on, you're telling me Spidey did this?" Gwen's eyes widened as she turned her head to look at her unconscious friend.

Anya was in pretty bad shape. She'd been unconscious for hours, and definitely looked like she had some electrical burns. Fast healing would be able to heal most of the damage, but she would likely have some scarring. The idea that Spider-Man, Peter Parker, of all people would do this to someone, even if he had been intending on only hurting the villain this badly, was insane. But here they were, in the hospital, with no idea why their friend would do something like this.

"I don't understand it either," Miles said worriedly. "I tried to ask him about it, but he seemed really off. He was acting as though this was normal for us. It was like he totally forgot that we fought the bad guys to put them in jail, not to kill them. I had to force him to stop! It was like he was a totally different person."

"Do you have any idea why?" Gwen asked.

Miles shook his head. "Unless relentless villain attacks finally made him snap? I don't know. He came in with a new costume, new tech, and a new personality."

They both sat quietly for a moment, the only noise being the hushed voices outside and the beeping of the machines.

"Miles," Gwen started slowly. "You know Spider-Man's secret identity, right?"

He made eye contact with her. "What if I do?"

"He's Peter, isn't he."

Miles looked stunned for a second before saying, "How did you, I mean, what makes you think that?"

"I figured it out yesterday," she told him. "I covered for him with his aunt and the times matched up too well with what Anya told me. Honestly, I'm surprised I didn't figure it out earlier."

Miles looked down at his hands in his lap before turning his head to look at their unconscious friend. "Yeah. He's Spider-Man. He just hasn't been acting like it."

Gwen nodded in agreement. Whatever was going on with her friend, she hoped he snapped out of it fast.

* * *

Otto paced the Spider's Nest, glaring at the floor as he went. Why had Morales been so upset by his defeat of the villain? He had not meant to injure Spider-Girl as much as he had, and _maybe_ he felt bad about that, but the supervillain was taken into custody! If he had not intervened, the damage likely would have been worse. From what he could tell, Hydro-Man was preparing to kill Spider-Girl anyway. Morales should be thanking him, if anything.

He sat down in his chair with an audible thump and spun to rest his arms on his desk. He had thought that being a hero would be easier than this; simply defeat the villain. Otto had tried to be a hero before becoming a villain, but that had proved... unsuccessful. If he was being honest with himself, it was much easier to be a villain than a hero.

_But that doesn't make it the right choice_, the Peter Parker corner of his mind reminded him.

"I know," Otto muttered out loud, "but how am I to be a hero if my efforts to do so are not taken as such."

He heard Parker's phone, which he had left on the table, vibrate repeatedly, signifying an incoming call. He sighed, and took the call.

"What do you want, Mo-, uh, Miles," he said with a scathing tone.

"I just left the hospital," Miles responded with an equally cold voice. "She's in bad shape."

"If the only reason for your call is to berate me for my actions, you might as well hang up now."

Otto heard him exhale sharply on the other end. "That's part of it, not all of it. Two other things. First, which I've already partially taken care of, I wanted to let you know how badly hurt she is thanks to you. Second, I want to ask why."

After hearing Miles pause, Otto responded, "I have already told you why. It was not my intention to harm Spider-Girl. My intention-."

"Not why you hurt her, why the change," Miles responded. "Even days ago, you wouldn't have tried anything like this. With all this, and how you were acting at school, it's like you're a different person."

With how his heart seemed to freeze, Otto was grateful this interaction was not happening in person. Was it that obvious?

"I assure you, I am not," Otto said, potentially too forcefully. "The villains have simply forced my hand. I, we, can not afford to go easy on them any longer. The best way to stop them from causing harm is to make it so they can not cause harm ever again, in whatever manner that may be."

Miles was silent on the other end for a good while before saying quietly, "I hope you change your mind, because that's not the Spider-Man or the Peter Parker I know."

With a click, the call went dead. Otto resisted the urge to slam the phone onto the table, instead setting it down more gently. He needed to somehow prove that his methods would be successful. Then, Miles Morales and any others who had doubts about his way of being Spider-Man, would understand why he was going about things the way he was.

Otto's attention was drawn to his computer, which he had open to a news channel. Not the Daily Bugle, as Jameson's laser focus on Spider-Man was fairly annoying.

"Earlier today, a group of inmates being transferred to the Cellar staged a breakout," the reporter announced. "It appears they had outside help, as security footage shows what appears to be sand moving across the floor before the cameras lost power. Sources say police forces were quickly overwhelmed as the inmates, including Electro, Beetle, the Spot, and Overdrive made their escape. They and the other escaped villains haven't made an appearance as of yet, but citizens are warned to stay safe and be on the lookout for suspicious activity."

It appeared that Otto would soon have his chance to prove himself.

* * *

One hall away from Anya's room, under high security, Hydro-Man was recovering. While his body's ability to transform into water had made him more susceptible to the electricity attacks, it also made it so he lacked many actual injuries. If he had been electrocuted much more in the moment, he likely could have died, but now that he had had a day to recover he was in stable condition, much to the surprise of the doctors. Due to this, transportation meant to bring him to the Cellar would be arriving later that day.

At least, that was what was supposed to happen. With the breakout that had occurred earlier that day, the vehicle was delayed and would still be quite a few hours, and these two circumstances lent the perfect opportunity for a certain group of super villains to break their soon-to-be-newest member out. He had proved his loyalty in his attack the previous day. His capture was unfortunate, but all of them had faced defeat at some time or another, and his near success in destroying Spider-Girl showed that he'd be a valuable addition. All they had to do was break Hydro-Man out in the next few hours, and they, along with they're other new members, would be free to finally work toward their goals.

* * *

Miles had left earlier, but Gwen decided to stay with Anya a while later, just in case she woke up. Unfortunately, the most she had done was twitch, and Gwen was pushing how long she was able to stay.

Gwen left the room and started heading for the exit when the lights flickered violently. Suddenly, the entire wing was plunged into darkness. She heard panicked voices from several of the rooms as the power failed to come back on. Worried for Anya, she started to turn back, but something caught her eye. One of the rooms seemed to have light. It was the room where Hydro-Man was being held. Even more startling were the shouts that she heard coming from the room, as the blue light coming from under the door flashed bright white, leading to screams.

Quickly, Gwen pulled out her phone and called Miles.

"Hello?" Miles voice came through.

"Miles, are you still in the area?" As he had left a while ago, it was unlikely, but as Gwen didn't have powers, if there was something going on with a supervillain, they would need a superhero.

"I've just been doing Spidey stuff. I'm not too far. Why?" Miles responded.

"You need to get here fast," Gwen said hurriedly. "Something's going on in the room with Hydro-Man."

"On my way. You should get out of there, just in case."

Gwen hesitated, wanting to object, but she knew he was right. Without her powers, she was pretty useless in a fight.

"Alright," she conceded before hanging up.

She sent another glance toward the room, before running out of the building, the sounds of chaos blooming behind her.

* * *

Miles swung toward the hospital as fast as he could. Luckily, he hadn't been preoccupied when he'd received Gwen's call. If Hydro-Man had already recovered and was attacking people, that could easily be a disaster.

However, when he got there, Miles saw that it wasn't a case of Hydro-Man attacking people. The window, which had been fortified, as well as part of the wall, was in shambles, and standing there was none other than the Spot, who was watching the conflict between Electro and the guards, while Beetle carted Hydro-Man through one of Spots portals. Miles raced toward them, but as soon as he arrived, Electro and the Spot had run through a final portal, which disappeared behind them.

The power turned back on, which better lit the wreckage. The room was a disaster. In a way, it was lucky the fight had been in the room, as the unconscious guards could more quickly receive medical attention.

Seeing there wasn't much he could do, Miles left the scene. He was certain that the three of them had all been incarcerated. He hadn't watched the news recently with Anya's condition and all, so he must have missed hearing about any breakouts. With Anya hospitalized and the usual lack of help from other superheroes, they would be limited to just the two Spider-Men, one of which was acting like more of a loose cannon. Miles could only hope that would be enough to stop all the new villains that were now on the loose.

* * *

**AN: Well, after over a month, I'm back. Once again, I am so sorry I haven't been able to post. I haven't had much access to a computer as of late as I've been moving. Now that that's over, I'll be able to work on this story. As it's a new year, I've made it my New Year's resolution to update this at least twice a month, and if I don't, there will be an extra chapter the next month. Even though the show ended this arc months ago. I plan on seeing this fic through to the finish.****As always, if anyone has any feedback, comments, suggestions, or theories, feel free to post them. See you in a couple weeks**!


	7. New Group, Old Name

In the two days since the breakout, Otto had been unsuccessful in tracking down the criminals. The spider-bots had been able to catch the occasional glimpse of a trail of sand sliding down an alley and one time had managed to find one of the Spot's portals as it closed. Other than that, the most that Otto had been able to do was build more of the spider-bots, upgrade his gear, and complete the school work he was assigned.

The bell rang, pulling Otto out of his thoughts. He hurriedly gathered his papers into a folder, put it in his book bag, and made his way towards the door. Rather than stay in the building for independent study, he would, once again, go out to search as he did not have any school projects that required his time at the moment. He mentally cursed his inability to resist the urges to heroism, even if he had decided to follow that path. It was extremely inconvenient at times, but it was better than having to hide from the law as his original plan entailed. At least he could travel in public, even if that Jameson was so dedicated to slandering him. He cringed remembering the broadcast he had caught a glimpse of the previous day.

"Even with all his searching, Spider-Man hasn't found anything on the escaped criminals," the biased newscaster had ranted. "For all we know, he may have joined forces with them! He certainly hasn't been stopping any of the filth in this fair city. What other explanation do we have besides either his working with the criminals or his incompetence? Obviously, Spider-Man will end up causing more harm than good just like he always does."

Otto scowled at the memory and the pang of guilt the fool's words had made him feel. Even though he had not been successful, it was not for a lack of trying. The guilt was likely a remnant of Parker's mind. Just like the heroic impulses that had caused him to rescue several people he saw in harm's way during his searches. Since the first onslaught of memories in the warehouse, resurfacing pieces of this body's original mind had been less frequent, but still present. Sometimes, it was as though a part of Peter Parker was still there, attempting to live through Otto. As annoying as it was, it did allow him to more easily maintain his charade.

Shaking the thoughts out of his mind, Otto strode quickly out the door. However, as he made his exit, he nearly collided with Miles Morales and Gwen Stacy, only avoiding causing all of them to fall to the ground thanks to his spider-sense. Otto managed to regain his composure, but observed the two glaring intensely at him.

"Watch where you're going," Miles spoke coldly.

"How was I to know you would walk in front of me?" Otto retorted. "The walls made it impossible to see you until you were already there." Not to mention you also have spider sense, He thought angrily. You were likely just as aware of the chance of collision as I was.

The tension was practically tangible between the three.

"You gonna get out of the way, Peter?" came a voice behind Otto.

His head turned to see about five students staring at him with impatience. Shooting one final glare at the two for interrupting him, he walked off rather hastily down the hallway and left the building to change into his costume. Otto needed to find the villains and prove to not only Morales that he was right, but also, though he hated to admit it, to himself.

* * *

In an abandoned warehouse in upper Manhattan, a group of supervillains was getting very impatient at having to wait for Hydro-Man to wake up

"I'm sick of waiting around. When is he supposed to wake up? He's been like this for days," Electro growled as she paced the room, occasionally sending out a few sparks.

"He's almost healed. He'll be awake soon," Keemia, aka Sandgirl, said as she leaned against the wall. Due to her influential role in the break-out, the others had begrudgingly agreed to let her be the leader of their group. For now.

"Yeah, but I don't know why we're keeping him with us. He hardly lasted the fight, and now we're letting him in?"

"It's not as though no one here has lost to Spider-Man some time or another," a Beetle interjected from where he was sitting next to the stolen hospital bed. "You know full well that's the main reason why we agreed to this."

"Still don't know why we-"

An audible groan from the previously motionless form on the table cut Electro off. The five other villains in the room turned to look at Hydro-Man as he sat up slowly.

"Finally," Electro muttered under her breath.

"Welcome to the land of the living, kid," Overdrive said flatly from where he was working on his nanotech.

"Whas goin on?" the young man said, obviously still drowsy, his words slurring. As his eyes opened fully, they quickly widened fully as he realized where he was. The remnants of sleep were banished by excitement in an instant. "Wait, you got me out? Does this mean you'll let me join?"

"Depends," Sandgirl said, taking a few steps toward him. "By challenging Spider-Man and Spider-Girl, you showed you have guts, and while you didn't bring anything back, the damage you caused was impressive. The question is, will you stick with us? Why do you want to join us, Morris Bench?"

He seemed to freeze up at the mention of his name. Sandgirl smirked at him.

"That's right. I've looked into you," she said. "Your parents were found dead after Spider Island, so to avoid child services since you were still seventeen, you dropped off the grid. I'm guessing some time after that is when you got your powers, and used them to aid you in robberies."

Morris nodded.

Sandgirl continued, "Somehow, you caught word of our plans to put together a team of villains and came looking. I said you could join if you proved your loyalty, and now we're here. So tell us: why do you really want to join? The rest of us are here for a reason, and while part of it is so we'll be more successful, that's not all of it. You wouldn't even be here if it was. We're here for revenge against Spider-Man. What about you?"

She and the other four villains stared at him, waiting for his response.

"Even though I had been doing well on my own, I wouldn't even have been in that situation if my parents had still been around," Morris said after a slight pause. "Their bodies were found at the base of Oscorp. They'd fallen off the tower when the cure or whatever blew up the top of the building. They died on impact."

He looked up and met Sandgirl's eyes. "Since I heard that Spider-Man, the original one, was the one who did that, I've wanted to make him pay for what he did. I didn't have a problem with the other Spider-Man at the time, or even Spider-Girl, but now? After that fight, I've decided I hate spiders in general." The corners of his lips turned up in a bitter grin. "I heard your group had it out for Spider-Man, which is why I thought attacking those two would be the perfect way to prove myself. I was almost successful in killing Spider-Girl. With me on your team, there's no way we'll be able to lose."

Sandgirl nodded, turned to face the others, and asked, "Well?"

"As long as he doesn't mess with my tech, I don't see why we couldn't use one more, especially when he seems to have some skill," Overdrive said as he attached some of his nanobots to motorbike the Spot had helped him steal.

Beetle nodded in agreement, and so did the Spot. Sandgirl and Morris both turned their attention to Electro. She sighed heavily.

"Fine, but water and electricity don't go together. He'd better stay away from me during a fight if he wants to live," she relented.

Sandgirl glanced back at Morris, who was still sitting on the bed, and grinned evilly. "Welcome to the team, Hydro-Man. Now that it's official, we should have a name. I have one in mind that I think should get the web-head's attention. What do you all think of being called the Sinister Six?"

* * *

Otto leaned over the parts that were set out on the table as he carefully tightened a screw. When that was done, he opened the newly built-in flap on the top of his right web-shooter, attached some wires to the new device, and folded it into the cavity, carefully attaching it to the inside of the space. With that finished, he closed the compartment and put the web-shooter back on his wrist.

Finding it pointless to continue manually searching for the villains, Otto had resolved to prepare himself for his confrontations with them instead. As much has he hated it, he had needed to ask for information on the Spot, since no matter how hard he probed Parker's memories he could not figure out how the Spot had been defeated. The memories had, however, hinted that Gwen Stacy and Anya Corazon knew. He had heard when Ms. Stacy had told the teacher that Ms. Corazon was in an accident, so he called her rather than her hospitalized friend. That had been a very awkward interaction at first, but when he asked about how the Spot had been defeated, she had informed him without even inquiring as to why. She immediately hung up afterwards however, but Otto had no issue with that.

He flicked his hand sharply downward, and the ion disruptor surfaced from within the device and began to charge its beam. Otto grinned triumphantly. Theoretically, this could be used to disrupt the Spot's portals, though he had not yet had the opportunity to test it.

Flicking his wrist back up, it retracted. While it made the web-shooter bulkier, it would be very useful for when he would contend with the supervillain. To balance out the added weight, he had altered the other web-shooter to launch technology disruptors that would be useful in combat against Beetle and Overdrive. For his next upgrade, he intended to insulate his suit to be resistant to Electro's attacks.

Suddenly, the audio from the news channel he had left on caught his attention.

"Attacks by a group of six supervillains, including the escapees from the break-out last week, Sandgirl, and Hydro-Man have been taking place across the city, using the Spot's portals to quickly travel from place to place," the reporter said. "The group, calling themselves the new Sinister Six, have-"

At the mention of the words 'Sinister Six', Otto's head whipped around to face the screen. They had the audacity to use that name? Even if it had only lasted a day, the Sinister Six had been _his_. Were they _trying_ to agitate him?

He was aware that they were trying to draw Spider-Man out, likely drawing on the time Otto had utilized Raymond Warren's mind control devices to force him into doing what Otto wanted, but he did not care. Even if his time as a villain was over, his pride would not let him allow them to get away with this.

He grabbed the remote and pressed the off button very forcefully, sending a crack shooting through the remote. He stood and pulled his mask over his face, opened the door to the outside, and with a running start, launched himself off the platform and into the city.

**AN: And there we have the second chapter of this month. It took a lot longer than I expected, but I didn't plan to fail my New Year's resolution in the first month. The only reason it took this long to get it out was because I couldn't figure out how to connect the events, which actually leads into a request I have.****At this point in the story, my outline is less detailed, which makes it harder to write. If anyone has any ideas that work with this story, I would greatly appreciate it if you let me know.****As always, all comments, constructive criticism, and whatnot are welcome. Hope you all have a nice rest of your day! :)**


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